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Item 9A. Controls and Procedures

2023-03-27 compared with 2022-03-28 · 87 added, 87 removed, 62 unchanged (74% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

principal executive officer and principal financial officer, evaluated the effectiveness of our “disclosure controls and procedures”

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2021, the end of the period covered by this Annual Report

on Form 10-K.

The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act, means controls and other procedures of a company that are designed to ensure

that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it

files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating

the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based on the evaluation of our disclosure

controls and procedures as of December 31, 2021, our management , with the participation of our principal executive

officer and principal financial officer has concluded that, based on such evaluation, as of the end of the period covered by this Annual

Report on Form 10-K, our disclosure controls and

procedures were not effective due to the material weakness described below.

However, our management, including our principal executive

officer and principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal control

over financial reporting, the financial statements in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition,

results of operations and cash flows for the periods presented in conformity with U.S.

Material Weakness in Internal Controls Over

Financial Reporting

We identified a material weakness in our internal

control over financial reporting that exists as of December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual

or interim financial statements will not be prevented or detected on a timely basis.

We determined that we had a material weakness because, due to our small size, and our limited number of personnel, we did not

have in place an effective internal control environment with formal processes and procedures, including journal entry processing and review,

to allow for a detailed review of accounting transactions that would identify errors in a timely manner.

Notwithstanding the material weaknesses in

our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Annual

Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the

periods presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Plan to Remediate the Material

With the oversight of senior management, we implemented

remediation steps in 2021 including addition of accounting consultants and continue to evaluate and implement

procedures that will strengthen our internal controls.

While we believe these measures will remediate the material weakness identified and strengthen our internal

control over financial reporting, the implemented and enhanced controls have not operated for a sufficient period of time to demonstrate

that the material weakness is remediated.

We are committed to continuing to improve

our internal control processes and will continue to diligently review our financial reporting controls and procedures.

of Disclosure Controls and Procedures

management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of

our “disclosure controls and procedures” as of December 31, 2022, the end of the period covered by this Annual Report on

The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act

means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in

the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and

communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate

to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management

recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives

of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within a company have been detected.

Based on the evaluation of our disclosure controls and procedures as of December

31, 2022, our management, with the participation of our principal executive officer and

principal financial officer has concluded that, based

on such evaluation, as of the end of the period covered by this Annual Report on Form 10-K ,

our disclosure controls and procedures were not effective due to the material weakness described below.

our management, including our principal executive officer and principal financial officer, has concluded that, notwithstanding the identified

material weakness in our internal control over financial reporting, the financial statements in this Annual Report on Form 10-K fairly

present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity

Weakness in Internal Controls Over Financial Reporting

identified a material weakness in our internal control over financial reporting that exists as of December 31, 2022.

A material weakness

is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We determined

that we had a material weakness because, due to our small size, and our limited number of personnel, we did not have in place an effective

internal control environment with formal processes and procedures, including journal entry processing and review, to allow for a detailed

review of accounting transactions that would identify errors in a timely manner.

Notwithstanding

the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements

included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and

cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Plan to Remediate the Material Weakness

the oversight of senior management, we implemented remediation steps in 2021 including addition of accounting consultants and continue

to evaluate and implement procedures that will strengthen our internal controls.

We believe these measures will remediate the material

weakness identified and strengthen our internal control over financial reporting.

We are committed to continuing to improve our

internal control processes and will continue to diligently review our financial reporting controls and procedures.

Annual Report on Internal Control Over Financial Reporting and Auditor Attestation

This Annual Report on Form 10-K does not include a report of management’s

assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for new

public companies.

In addition, this Annual Report on Form 10-K does not include an attestation report of our independent registered public

accounting firm regarding internal control over financial reporting as an attestation is not required pursuant to the exemption provided

to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform

and Consumer Protection Act.

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

due to a transition period established by the rules of the SEC for new public companies.

In addition, this Annual Report on Form 10-K

does not include an attestation report of our independent registered public accounting firm regarding internal control over financial

reporting as an attestation is not required pursuant to the exemption provided to issuers that are not “large accelerated filers”

nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

in Internal Control Over Financial Reporting

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated

by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.